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Home My WebLink AboutContract 44501` h�:�� - :; -��. PROFESSIONAL SERVICES CONTRACT This Professional Services Contract ("Contract") is made by and between the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, hereinafter called "City," and Strategic Government Resources, Inc., with its principal location at 1117 Bourland, Keller, Texas, 76248, hereafter called "Contractor," collectively referred to as the "parties." 1. SCOPE OF SERVICES Contractor agrees to provide professional consulting services for facilitation of executive team building workshops, professional coaching, and other related services on an as needed basis. 2. COMPENSATION City shall pay Contractor at the rate of $250.00 per hour, which shall include all fees and expenses. City shall pay Contractor for services rendered within 30 days of receipt of invoice from Contractor. The maximum amount to be paid to Contractor for all services performed and expenses incurred hereunder shall not exceed $20,000.00 (up to 80 hours). 3. TERM This agreement shall be effective upon date of final execution by both parties and shall expire upon completion of all services contemplated herein, but shall not extend later than May 15, 2014, unless otherwise agreed to in writing by the parties. 4. TERMINATION Either party may terminate this Contract at any time upon thirty (30) days written notice to the other party. Upon receipt of such notice by either party, Contractor shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Contract and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Contract. Contractor shall not be entitled to lost or anticipated profits should City choose to exercise its option to terminate. 5. INDEMNIFICATION; RELEASE OF LIABILITY CONTRACTOR SHALL RELEASE FROM LIABILITY, INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. CONTRACTOR SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM, RESULTING FROM SUCH NEGLIGENT ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH NEGLIGENT, ERROR OR OMISSION. 6. INDEPENDENT CONTRACTOR Contractor shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Contractor shall have exclusive control of and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Contractor, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Contractgr. - -----� `a��G��9�� RE��EtD ��C��V�CI _IUN m � 1i1�� . , ,. , - 7. INSURANCE Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Coveraqe and Limits (a) Professional Liability (Errors and Omissions) $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee Generai Requirements (a) All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. PROFESSIONAL SERVICES CONTRACT Strategic Government Resources Page 2 of 4 (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 8. PROHIBITION OF ASSIGNMENT Neither party hereto shall assign, sublet or transfer their interest herein without the prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 9. CHOICE OF LAW; VENUE This Contract shall be construed in accordance with the laws of the State of Texas. Should any action, at law or in equity, arise out of the terms herein, exclusive venue for said action shall be in state courts of Tarrant County, Texas or the United States District Court for the Northern District, Fort Worth Division. 10. FORCE MAJEURE Neither party shall liable for failure to perform its obligations under this Contract if the performance is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party. 11. CONFIDENTIAL INFORMATION Contractor understands and acknowledges that Contractor will be provided with information that may be confidential by law, rule, statute, ordinance or legal order. Contractor shall not disclose any information deemed confidential to any parly who is not privy to or who does not have a special right of access to said information. Contractor agrees to use confidential information for purposes of providing the services contemplated herein only as determined by the City. Disclosure of, or unauthorized use of, any confidential information by Contractor is a material breach of this Agreement. If Contractor violates this provision, and in addition to any other remedies at law or in equity that the City may have, the City may immediately obtain injunctive relief in a court of competent jurisdiction enjoining any continuing or further breaches and exercise any further remedies as authorized by law. CONTRACTOR AGREES TO INDEMNIFY AND HOLD THE CITY HARML.ESS FOR ANY CLAIMS OR DAMAGES CAUSED BY CONTRACTOR'S BREACH OF THIS CONFIDENTIALITY PROVISION. 12. RIGHT TO AUDIT During the term of this Agreement, and at any time within three (3) years following the expiration of this Agreement, the City shali have the right of access to all information held in the possession of the Contractor related to services performed under this Agreement, for audit purposes or otherwise. Contractor agrees to provide access to such information unless expressly prohibited from doing so by court or other governmental order. Except in the event of an emergency, the City will provide reasonable advance notice of any intended audits and the need for the information. Contractor agrees that it will keep records relating to the services provided hereunder for as long as required by PROFESSIONAI SERVICES CONTRACT Strategic Government Resources Page 3 of 4 law. 13. NOTICES Any notice required following addresses: to be given hereunder shall be given by certified mail, return receipt to the If to City: If to Contractor: City of Fort Worth Strategic Government Resources Attn: Susan Alanis Attn: Ron Holifield 1000 Throckmorton Street P O Box 1642 Fort Worth, Texas 76102 Keller, Texas 76244 � � ` EXECUTED on this, the day of /;�� , 2013. ACCEPTED AND AGREED: CONTRACTOR: By: CEO Date: 5 `� � (� _ CITY OF FORT WORTH: �I� S�(San R}lanis As��nt City Manager Date: 5 I 3 t I � 3 _ �� ATTEST: / � / Title: �?lz�C�SS �vu�Qrovam.Q,la PROFESSIONAL SERVICES CONTRACT Strategic Government Resources Page 4 of 4 � � � :1 � .'' i, ` : 7� .� t _ " .� v: .�. I�� rlT�� ►.; ��